Investors Information

1 Business Description

Established in Cambridge in 2008, Nuformix has invested into pharmaceutical cocrystal R&D, establishing world-class capability and know-how in cocrystal discovery and development, yielding multiple product opportunities with an accompanying portfolio of intellectual property.

2 Company Directors

Dr Daniel Gooding (Chief Executive Officer) Dan brings over 18 years’ experience in commercialisation and business development within the pharmaceutical industry, having received his PhD in Chemistry from Leeds University. Dan began his career in commercial roles with pharmaceutical excipients companies including FMC and Dow Corning. At Accelrys Dan was responsible for sales across the UK and Southern Europe driving new business development within the emerging nanotechnology, drug delivery and formulation sectors. Dan has also led successful licensing deals within the pharmaceutical industry with companies such as Johnson & Johnson and AstraZeneca. Dan is a cofounder of Nuformix. Dan is a member of the Nomination Committee.

Dr David Tapolczay (Non-Executive Chairman) David is the CEO LifeArc a UK Charity (formerly known asMedical Research Technology). He was previously CSO at Sigma Aldrich and VP Technology Development at GSK and has over 30 years’ experience of Pharmaceutical and Agrochemical R&D management and licensing. His past roles include founding CEO and Chairman of Pharmorphix, CEO of Stylacats, Senior Vice President Pharmaceutical Sciences at Millennium, Vice President R&D Cambridge Discovery Chemistry, and worldwide head of chemistry for Zeneca agrochemicals and senior manager of chemical development for Glaxo. David brings a wealth of experience in creating value in early-stage companies and is a cofounder of Nuformix. David is the currently the Chair of the Board and of the Audit, Remuneration and Nomination Committees. He is also a member of the Disclosure Committee.

Dr Joanne Holland (Chief Scientific Officer) Joanne received her PhD in Chemistry from Leeds University. She joined the process R&D group at Millennium Pharmaceuticals before moving to a combined research and commercial role at Stylacats Ltd. After this Joanne worked for Medeor Pharma Ltd and Medeor Ltd undertaking commercial and scientific research on new business and investment opportunities. Joanne is a cofounder of Nuformix, and is responsible for R&D, intellectual property and regulatory issues.

Kirk Siderman-Wolter (Non-Executive Director) Kirk Siderman-Wolter is a Non-Executive Director with Nuformix plc. He comes with extensive finance experience, from audit to Board Level in the private, public and charities sectors in the UK, Europe, Asia and the Americas. He has supported start-ups and large corporations including Cable & Wireless, O2 and Vodafone and has held posts with the Ministry of Justice, BIS, the Home Office and the Foreign & Commonwealth Office. Kirk has an MBA from the London Business School and is a Fellow of the Royal Society for Arts,Manufactures and Commerce. Kirk is a member of the Audit, Remuneration and Nomination Committee and is the Senior Independent Director and Chairman of the Disclosure Committee.

Professor John Lidgey (Non-Executive Director) Francis John (John) Lidgey, formerly Chairman of Levrett plc, is a Non-Executive Director with Nuformix plc. Themajority of his career was spent as an academic, initially with the University of Newcastle, Australia and then at Oxford Brookes University. His principal area of expertise is electronic engineering and he has gained significant international recognition for his research achievements in analogue circuit and system design, with applications covering many sectors including bio-medical electronics and diagnostic instrumentation. John is Emeritus Professor of Electronic Engineering at Oxford Brookes University.

Dr Christopher Blackwell (Non-Executive Director), Chris Blackwell, formerly CEO of Vectura Group Plc from February 2004 to June 2015 was appointed a Non-Executive Director with Nuformix plc on 10 May 2018. His primary role with Vectura was to refocus drug development capabilities from a research led biotechnology company to a commercially driven pharmaceutical development company. Chris initially joined GSK as a Clinical Pharmacologist post PhD studies at Bath,moving to Hoffman La-Roche as UK Director, Global ProjectManagement. At Scotia Pharma Ltd Chris served as Director of Drug Development and Executive Director. Chris is a non-executive Director of AGI Therapeutics plc.

3 Director’s Responsibilities

There are currently four Non-Executive Directors and two Executive Director on the Board. The Non-Executive directors are responsible for preparing the accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The accounts are required by law to give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period.

In preparing the Company’s accounts, the directors are required to: select suitable accounting policies and then apply them consistently make judgements and estimates that are reasonable and prudent state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors will implement such corporate governance procedures and establish such committees of the Board as will be required, including audit and remuneration committees, for it to comply with the terms of the Combined Code upon completion of the first significant acquisition by the Company, in so far as is appropriate for a company of its size. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in light of significant acquisitions and adjusted accordingly.

Corporate Governance

Directors

The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.

The Board consists of two executive and four non-executive Directors, who bring a breadth of experience and knowledge. This provides a balance whereby the Board’s decision making cannot be dominated by an individual. The Chairman of the Board is Dr David Tapolczay.

Directors Share Dealing Code

The company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees

Takeover code

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.

Relations with shareholders

The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.

Internal control

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.

4 Incorporation

Nuformix Plc is incorporated in England and Wales (Company no. 09632100) and its main country of operation is the UK.

5 Constitutional Documents

Copies of the Company’s constitutional documents can be downloaded below (click to view):

6 Shares In Issue

The number of shares in issue is 460,750,000 and there are no shares held in treasury. The Company’s free float is 32.81%

7 Major Shareholdings

As at 31 March 2018 the Company is aware of the following notifiable interests in its voting rights:

Name

Number of ordinary shares

Percentage of voting rights

Spreadex Limited

64,200,000

9.38%

Centre for Process Innovation Limited

62,700,000

13.61%

Dr D J Tapolczay

45,000,000

9.77%

Mr A Chorlton

42,000,000

9.12%

Dr J M Holland

37,500,000

8.14%

Dr D J Gooding

37,500,000

8.14%

Raymond James Investment Services Limited

22,500,000

4.88%

Novum Securities Limited

22,500,000

4.88%

8 Share Restrictions

There are no restrictions on the transfer of Nuformix’s shares.

9 Exchange/Trading Platforms

The securities of Nuformix are traded on the Standard List of the London Stock Exchange. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platforms.

10 Financial Reports

The most recent published annual reports, interim reports, publications and shareholder circulars can be accessed here in addition to the Company’s Admission document. Right click and save as to download: